Common use of DELIVERY, EXCHANGE AND PAYMENT Clause in Contracts

DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective ------------------------------ Time: (a) the Stockholders, as holders of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to ARS (or any agent that may be appointed by ARS for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of the aggregate principal amount of Convertible Notes included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D). All shares of Convertible Notes issuable in the Merger will be deemed for all purposes to have been issued by ARS at the Effective Time. (2) Each Stockholder will deliver to ARS (or any agent that may be appointed by ARS for purposes of this Paragraph 2(E)) on or before the Closing Date the certificates representing all the Company Capital Stock owned by that Stockholder, duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each Stockholder shall cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock delivered by that Person. (3) At or before the Effective Time, the Company will distribute to ▇▇▇▇▇▇ ▇. Beach, Jr. that certain 1989 Navy Mercedes Benz ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇# ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇. (4) At or before the Effective Time, the Company will distribute to ▇▇▇▇▇▇▇ ▇. Beach, Jr., that certain 1998 Black Jeep Grand ▇▇▇▇▇▇▇▇, ▇▇▇# ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and the Company will pay off in full the certain indebtedness associated with such vehicle, which indebtedness as of October 13, 1998, was approximately $24,770.26. (5) At or before the Effective Time, or as soon thereafter as appropriate statements can be received from the life insurance underwriter, ▇▇▇▇▇▇ ▇. Beach, Jr. may purchase from the Company that certain split-dollar life insurance policy, Policy No. 92258411, owned by the Company issued by Transamerica Life Companies insuring the life of ▇▇▇▇▇▇ ▇. Beach with a face amount of $250,000.00, by paying to the Company the amount required to release the Company's collateral security interest and terminate the split dollar agreement, to be based on calculations received from the underwriter. (6) At or before the Effective Time, the Company will repay that certain indebtedness owed to ▇▇▇▇▇▇ ▇. Beach, Jr. as evidenced by that Promissory Note dated May 3, 1994, made by the Company and payable to the order of ▇▇▇▇▇▇ ▇. Beach, Jr., which amount as of the Closing Date will be approximately $253,041.67 and ▇▇▇▇▇▇ ▇. Beach, Jr. will repay to the Company the amount of $3,987.65, representing his indebtedness to the Company. (7) ARS will provide at Closing a Letter of Credit in the amount of $1,000,000.00, with an expiration date of October 31, 1998 to secure ▇▇▇▇▇▇ ▇. Beach, Jr. from any liability that he may incur in connection with that certain Continuing Agreement of Indemnity-Contractor's Form dated August 8, 1989, by and between the Company, Reliance Insurance Company, ▇▇▇▇▇▇ ▇. Beach, Jr. and ▇▇▇▇ ▇. Beach relating to the issuance of payment and performance bonds by Reliance Insurance Company on the Company's behalf prior to the Closing Date. ▇▇▇▇▇▇ ▇. Beach, Jr., has agreed that upon his release from any liability under such Continuing Agreement of Indemnity he will assist ARS in cancelling such letter of credit.

DELIVERY, EXCHANGE AND PAYMENT. (1a) At or after the Effective ------------------------------ Time: : (ai) the Stockholderseach Stockholder, as holders the holder of certificates representing shares of Company Capital Common Stock, will, on surrender of those his certificates to ARS WORK (or any agent that which may be appointed by ARS WORK for purposes of this Paragraph 2(E)Section 2.05), receive, subject and WORK will pay and issue to each Stockholder the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Merger Consideration; and (bii) until any certificate representing Company Capital Common Stock has been surrendered and replaced pursuant to this Paragraph 2(E)Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of right to receive the aggregate principal amount of Convertible Notes included in the Acquisition Merger Consideration payable in respect of that certificate pursuant to Paragraph 2(D)Section 2.04. All shares of Convertible Notes issuable cash included in the Merger will Consideration shall be deemed for all purposes paid, at WORK's option, by (a) WORK's company check or checks, (b) one or more wire transfers to have been issued accounts designated by ARS the respective Stockholders at least five Business Days before the Effective TimeIPO Closing Date, or (c) certified or official bank check or checks. (2b) Each Stockholder will deliver to ARS WORK (or any agent that may be appointed by ARS WORK for purposes of this Paragraph 2(ESection 2.05)) , on or before the IPO Closing Date Date, the certificates representing all the Company Capital Common Stock owned by that the Stockholder, duly endorsed in blankblank by him, or accompanied by stock powers duly executed by him in blank duly executed, by that Personblank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's his expense, affixed and canceled. Each Stockholder shall cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Common Stock delivered by that Personhim. (3) At or before the Effective Time, the Company will distribute to ▇▇▇▇▇▇ ▇. Beach, Jr. that certain 1989 Navy Mercedes Benz ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇# ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇. (4) At or before the Effective Time, the Company will distribute to ▇▇▇▇▇▇▇ ▇. Beach, Jr., that certain 1998 Black Jeep Grand ▇▇▇▇▇▇▇▇, ▇▇▇# ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and the Company will pay off in full the certain indebtedness associated with such vehicle, which indebtedness as of October 13, 1998, was approximately $24,770.26. (5) At or before the Effective Time, or as soon thereafter as appropriate statements can be received from the life insurance underwriter, ▇▇▇▇▇▇ ▇. Beach, Jr. may purchase from the Company that certain split-dollar life insurance policy, Policy No. 92258411, owned by the Company issued by Transamerica Life Companies insuring the life of ▇▇▇▇▇▇ ▇. Beach with a face amount of $250,000.00, by paying to the Company the amount required to release the Company's collateral security interest and terminate the split dollar agreement, to be based on calculations received from the underwriter. (6) At or before the Effective Time, the Company will repay that certain indebtedness owed to ▇▇▇▇▇▇ ▇. Beach, Jr. as evidenced by that Promissory Note dated May 3, 1994, made by the Company and payable to the order of ▇▇▇▇▇▇ ▇. Beach, Jr., which amount as of the Closing Date will be approximately $253,041.67 and ▇▇▇▇▇▇ ▇. Beach, Jr. will repay to the Company the amount of $3,987.65, representing his indebtedness to the Company. (7) ARS will provide at Closing a Letter of Credit in the amount of $1,000,000.00, with an expiration date of October 31, 1998 to secure ▇▇▇▇▇▇ ▇. Beach, Jr. from any liability that he may incur in connection with that certain Continuing Agreement of Indemnity-Contractor's Form dated August 8, 1989, by and between the Company, Reliance Insurance Company, ▇▇▇▇▇▇ ▇. Beach, Jr. and ▇▇▇▇ ▇. Beach relating to the issuance of payment and performance bonds by Reliance Insurance Company on the Company's behalf prior to the Closing Date. ▇▇▇▇▇▇ ▇. Beach, Jr., has agreed that upon his release from any liability under such Continuing Agreement of Indemnity he will assist ARS in cancelling such letter of credit.